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                                                                   Exhibit 10.21

                                                                  EXECUTION COPY

                           SENIOR MANAGEMENT AGREEMENT

       THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of
February 6, 2004 (the "EFFECTIVE DATE"), by and among Medtech/Denorex, LLC, a
Delaware limited liability company (the "COMPANY"), Medtech/Denorex Management,
Inc., a Delaware corporation ("EMPLOYER"), and Gerard F. Butler ("EXECUTIVE").

       The Company and Executive desire to enter into an agreement pursuant to
which Executive will acquire from the Company, and the Company will issue to
Executive, Class B Preferred Units of the Company (the "CLASS B PREFERRED
UNITS") and Common Units of the Company (the "COMMON UNITS"). Certain
definitions are set forth in SECTION 11 of this Agreement.

       Employer desires to employ Executive and Executive desires to be employed
by Employer upon the terms set forth herein.

       The execution and delivery of this Agreement by the Company and Executive
is a condition to (A) the purchase of Class B Preferred Units and Common Units
by GTCR Fund VIII, L.P., a Delaware limited partnership ("GTCR FUND VIII"), GTCR
Fund VIII/B, L.P., a Delaware limited partnership ("GTCR FUND VIII/B"), GTCR
Co-Invest II, L.P., a Delaware limited partnership ("GTCR CO-INVEST") and the
TCW/Crescent Purchasers (as defined herein) pursuant to a Unit Purchase
Agreement among the Company and such Persons dated as of the date hereof (the
"PURCHASE AGREEMENT") and (B) the purchase of warrants to acquire Class B
Preferred Units and Common Units by GTCR Capital Partners, L.P., a Delaware
limited partnership ("GTCR CAPITAL PARTNERS") and the TCW/Crescent Lenders (as
defined herein) pursuant to a Warrant Agreement between the Company and such
Persons dated as of the date hereof. Each of GTCR Fund VIII, GTCR Fund VIII/B,
GTCR Co-Invest and the TCW/Crescent Purchasers is sometimes individually
referred to herein as an "EQUITY INVESTOR" and, collectively, as the "EQUITY
INVESTORS." Each of GTCR Capital Partners and the TCW/Crescent Lenders is
sometimes individually referred to herein as a "DEBT INVESTOR" and,
collectively, as the "DEBT INVESTORS." Each of the Equity Investors and the Debt
Investors is sometimes individually referred to herein as an "INVESTOR" and,
collectively, as the "INVESTORS." Certain provisions of this Agreement are
intended for the benefit of, and will be enforceable by, the Investors.

       NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

                   PROVISIONS RELATING TO EXECUTIVE SECURITIES

       1.     ACQUISITION AND ISSUANCE OF EXECUTIVE SECURITIES.

              (a) Upon execution of this Agreement, Executive will acquire, and
       the Company will issue, 907,367 Common Units at a price of $0.10 per unit
       and

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       125.520 Class B Preferred Units at a price of $1,000 per unit, for an
       aggregate purchase price of $216,257. Upon the execution of this
       Agreement, the Company will deliver to Executive copies of the
       certificates representing such Executive Securities (as defined below),
       and Executive will contribute, assign, transfer, convey and deliver to
       the Company the following in full consideration for such Executive
       Securities:

                     (i)    that number of shares of Medtech Common Stock with
       an aggregate Medtech Common Stock Value, determined as of the Closing
       Date, of $172,696; and

                     (ii)   that number of shares of Denorex Common Stock with
       an aggregate Denorex Common Stock Value, determined as of the Closing
       Date, of $43,561.

       If the Medtech Common Stock Value and/or the Denorex Common Stock Value
determined as of the Closing Date is increased after the Closing Date pursuant
to adjustments thereto contemplated by the Stock Purchase Agreement, then the
Company shall issue to Executive for no additional consideration (I) the number
of Co-Invest Common Units and Class B Preferred Units (using the same ratio then
in effect as between such units) having an aggregate value equal to such
increase (assuming a Class B Preferred Unit value of $1,000 per unit and a
Co-Invest Common Unit value of $0.10 per unit) and (II) the number of Co-Invest
Common Units and Class B Preferred Units (using the same ratio then in effect as
between such units) having an aggregate value equal to the Class B Yield (as
defined in the LLC Agreement) that would have accrued on the Class B Preferred
Units issued pursuant to the foregoing clause (I) had such units been issued as
of the Closing Date (assuming a Class B Preferred Unit value of $1,000 per unit
and a Co-Invest Common Unit value of $0.10 per unit). If the Medtech Common
Stock Value and/or the Denorex Common Stock Value determined as of the Closing
Date is decreased after the Closing Date pursuant to adjustments thereto
contemplated by the Stock Purchase Agreement, then Executive shall forfeit to
the Company at no cost the number (using the same ratio then in effect as
between such units) of Co-Invest Common Units and Class B Preferred Units (and
the Class B Yield relating thereto) having an aggregate value equal to such
decrease (assuming a Class B Preferred Unit value of $1,000 per unit and a
Co-Invest Common Unit value of $0.10 per unit).

              (b) In addition to the Executive Securities acquired pursuant to
       SECTION 1(a) above, the Company will issue 9,233 Common Units to
       Executive in exchange for Executive's Distribution Offset and
       Contribution Obligation (as defined herein). Upon the execution of this
       Agreement, the Company will deliver to Executive copies of the
       certificates representing such Executive Securities.

              (c) 881,751 of the Common Units acquired pursuant to SECTIONS 1(a)
       AND (b) hereof are referred to herein as the "CARRIED COMMON UNITS." The
       remaining Common Units that are acquired pursuant to SECTIONS 1(a) AND
       (b) above are referred to herein as the "CO-INVEST COMMON UNITS." All
       Class B Preferred Units

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       and the Co-Invest Common Units acquired by Executive hereunder are
       referred to herein as the "CO-INVEST UNITS."

              (d) Within 30 days after the acquisition of the Carried Common
       Units hereunder, Executive will make an effective election with the
       Internal Revenue Service under Section 83(b) of the Internal Revenue Code
       and the regulations promulgated thereunder in the form of EXHIBIT A
       attached hereto.

              (e) 293,917 of the Carried Common Units are referred to herein as
       the "STANDARD CARRIED COMMON UNITS."

              (f) Until released upon the occurrence of a Sale of the Company or
       a Public Offering as provided below, all certificates evidencing
       Executive Securities shall be held by the Company for the benefit of
       Executive and the other holder(s) of Executive Securities, if any. Upon
       the occurrence of a Sale of the Company, the Company will return all
       certificates evidencing Executive Securities to the record holders
       thereof. Upon the consummation of a Public Offering, the Company will
       return to the record holders thereof certificates evidencing the
       Co-Invest Units and the Vested Carried Common Units.

              (g) In connection with the acquisition and issuance of the
       Executive Securities, Executive represents and warrants to the Company
       that:

                     (i)    The Executive Securities to be acquired by Executive
       pursuant to this Agreement will be acquired for Executive's own account
       and not with a view to, or intention of, distribution thereof in
       violation of the Securities Act, or any applicable state securities laws,
       and the Executive Securities will not be disposed of in contravention of
       the Securities Act or any applicable state securities laws.

                     (ii)   Executive is an executive officer of the Company and
       Employer, is sophisticated in financial matters and is able to evaluate
       the risks and benefits of the investment in the Executive Securities.

                     (iii)  Executive is able to bear the economic risk of his
       investment in the Executive Securities for an indefinite period of time
       because the Executive Securities have not been registered under the
       Securities Act and, therefore, cannot be sold unless subsequently
       registered under the Securities Act or an exemption from such
       registration is available.

                     (iv)   Executive has had an opportunity to ask questions
       and receive answers concerning the terms and conditions of the offering
       of Executive Securities and has had full access to such other information
       concerning the Company and its Subsidiaries as he has requested.

                     (v)    Executive has full legal capacity to execute and
       deliver this Agreement and to perform his obligations hereunder. This
       Agreement constitutes the legal, valid and binding obligation of
       Executive, enforceable in accordance

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       with its terms, and the execution, delivery and performance of this
       Agreement by Executive, to the best of his knowledge, does not and will
       not conflict with, violate or cause a breach of any agreement, contract
       or instrument to which Executive is a party or any judgment, order or
       decree to which Executive is subject. This representation is subject to
       SECTION 1(g)(vi) below.

                     (vi)   Except as set forth on SCHEDULE 1(g)(vi) attached
       hereto, Executive is neither party to, nor bound by, any other employment
       agreement, consulting agreement, noncompete agreement, non-solicitation
       agreement or confidentiality agreement.

                     (vii)  Executive is a resident of the State of New York.

                     (viii) As of the date of this Agreement, Executive is the
       holder of record and owns beneficially the number of shares of Medtech
       Common Stock and Denorex Common Stock being contributed to the Company by
       Executive pursuant to SECTION 1(a) of this Agreement (the "CONTRIBUTED
       SHARES"). Other than the transfer restrictions set forth in, with respect
       to the Contributed Shares consisting of Medtech Common Stock, the Medtech
       Stockholders Agreement, and, with respect to the Contributed Shares
       consisting of Denorex Common Stock, the Denorex Stockholders Agreement,
       Executive owns the Contributed Shares free and clear of all liens,
       pledges, voting agreements, voting trusts, proxy agreements, claims,
       security interests, restrictions, mortgages, deeds of trust, tenancies,
       and other possessory interests, conditional sale or other title retention
       agreements, assessments, easements, rights of way, covenants,
       restrictions, rights of first refusal, defects in title, encroachments,
       and other burdens, options or encumbrances of any kind (collectively,
       "LIENS"). There are no agreements, instruments or other arrangements
       restricting or otherwise affecting the transfer of the Contributed Shares
       or the other transactions contemplated by this SECTION 1. Upon the
       consummation of the transactions contemplated by SECTION 1(a) of this
       Agreement, the Company will receive good and valid title to the shares of
       Medtech Common Stock and Denorex Common Stock being contributed to the
       Company by Executive pursuant to SECTION 1(a) of this Agreement, free and
       clear of all Liens.

              (h) As an inducement to the Company to issue the Executive
       Securities to Executive, and as a condition thereto, Executive
       acknowledges and agrees that neither the issuance of the Executive
       Securities to Executive nor any provision contained herein shall entitle
       Executive to remain in the employment of the Company, Employer or any of
       their respective Subsidiaries or affect the right of the Company or
       Employer to terminate Executive's employment at any time for any reason,
       subject to the remaining terms of this Agreement and any other agreement
       between Executive and any such parties.

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       2.     VESTING OF CARRIED COMMON UNITS.

              (a) The Co-Invest Units acquired by Executive shall be vested upon
       the acquisition thereof. The Carried Common Units (including the Standard
       Carried Common Units which shall vest on a basis proportionate to the
       total number of Carried Common Units) shall be subject to vesting in the
       manner specified in this SECTION 2.

              (b) Except as otherwise provided in this SECTION 2, the Carried
       Common Units shall become vested in accordance with the following
       schedule, if and only if as of each such date provided below, Executive
       has been continuously employed by the Company, Employer or any of their
       respective Subsidiaries from the Effective Date through and including
       such date:

<Table>
<Caption>
                                                   CUMULATIVE PERCENTAGE OF
                       DATE                      CARRIED COMMON UNITS VESTED
       ------------------------------------      ---------------------------
       <S>                                                  <C>
       First Anniversary of Effective Date                   20.00%
       Second Anniversary of Effective Date                  40.00%
       Third Anniversary of Effective Date                   60.00%
       Fourth Anniversary of Effective Date                  80.00%
       Fifth Anniversary of Effective Date                  100.00%
</Table>

              (c) If Executive ceases to be employed by the Company, Employer
       and their respective Subsidiaries on any date other than an anniversary
       date specified in the schedule above, the cumulative percentage of
       Carried Common Units to become vested shall be determined on a PRO RATA
       basis according to the number of days elapsed since the Effective Date,
       or the most recent anniversary date, as the case may be.

              (d) Upon the occurrence of a Sale of the Company, all Carried
       Common Units which have not yet become vested shall become vested at the
       time of the consummation of the Sale of the Company, if, as of such time,
       Executive has been continuously employed by the Company, Employer or any
       of their respective Subsidiaries from the Effective Date through and
       including such date.

              (e) Carried Common Units that have become vested ("VESTED CARRIED
       COMMON UNITS") and the Co-Invest Common Units are referred to herein as
       "VESTED COMMON UNITS." The Vested Common Units and the Class B Preferred
       Units are collectively referred to herein as "VESTED UNITS." All Carried
       Common Units that have not vested are referred to herein as "UNVESTED
       COMMON UNITS."

       3.     REPURCHASE OPTIONS.

              (a) SEPARATION REPURCHASE OPTION.

                     (i)    Subject to the terms and conditions set forth in
       this SECTION 3(a) and SECTION 5 below, the Company and the Equity
       Investors will

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       have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from
       Executive and his transferees (other than the Company and the Equity
       Investors) all or any portion of (A) the Unvested Common Units, in the
       event Executive ceases to be employed by the Company, Employer and their
       respective Subsidiaries for any reason, and (B) the Vested Carried Common
       Units and the Co-Invest Units, in the event of Executive's (I) death,
       (II) Disability, (III) resignation other than for Good Reason from
       Executive's employment with the Company, Employer or any of their
       respective Subsidiaries, (IV) employment termination with Cause by the
       Company, Employer or any of their respective Subsidiaries or (V)
       employment termination when there is Substantial Underperformance (each a
       "SEPARATION REPURCHASE EVENT"). The Separation Repurchase Option with
       respect to Vested Units under SECTIONS 3(a)(i)(B)(I) and 3(a)(i)(B)(II)
       shall be valid only if Executive fails to exercise the Separation Put
       Right (if applicable) within the Put Election Period provided in SECTION
       4(a)(i) below. The Company may assign its repurchase rights set forth in
       this SECTION 3(a) to any Person.

                     (ii)   For any Separation Repurchase Option, (A) the
       purchase price for each Unvested Common Unit will be the lesser of (I)
       Executive's Original Cost for such unit and (II) the Fair Market Value of
       such unit as of the date of the Separation Repurchase Event, (B) the
       purchase price for each Vested Common Unit will be the Fair Market Value
       of such unit as of the date of the Separation Repurchase Event; PROVIDED
       THAT, if Executive's employment is terminated with Cause, the purchase
       price for each Vested Common Unit will be the lesser of (I) Executive's
       Original Cost for such unit and (II) the Fair Market Value of such unit
       as of the effective date of Executive's termination with Cause and (C)
       the purchase price for each Class B Preferred Unit will be the Fair
       Market Value of such unit as of the date of the Separation Repurchase
       Event; PROVIDED THAT, if Executive's employment is terminated with Cause,
       the purchase price for each Class B Preferred Unit will be the lesser of
       (I) Executive's Original Cost for such unit and (II) the Fair Market
       Value of such unit as of the effective date of Executive's termination
       with Cause.

                     (iii)  The Company (with the approval of the Board) may
       elect to purchase all or any portion of the Unvested Common Units and/or
       the Vested Units by delivering written notice (the "SEPARATION REPURCHASE
       NOTICE") to the holder or holders of such securities within ninety (90)
       days after the Separation Repurchase Event. The Separation Repurchase
       Notice will set forth the number of Unvested Common Units and Vested
       Units to be acquired from each holder, the aggregate consideration to be
       paid for such units and the time and place for the closing of the
       transaction. The number of Executive Securities to be repurchased by the
       Company shall first be satisfied to the extent possible from the
       Executive Securities held by Executive at the time of delivery of the
       Separation Repurchase Notice. If the number of Executive Securities then
       held by Executive is less than the total number of Executive Securities
       that the Company has elected to purchase, the Company shall purchase the
       remaining Executive Securities elected to be purchased from the Permitted
       Transferee(s) of Executive Securities

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       under this Agreement, PRO RATA according to the number of Executive
       Securities held by such Permitted Transferee(s) at the time of delivery
       of such Separation Repurchase Notice (determined as nearly as practicable
       to the nearest unit). The number of Unvested Common Units and Vested
       Units to be repurchased hereunder will be allocated among Executive and
       the Permitted Transferee(s) of Executive Securities (if any) PRO RATA
       according to the number of Executive Securities to be purchased from such
       Person.

                     (iv)   If for any reason the Company does not elect to
       purchase all of the Executive Securities pursuant to the Separation
       Repurchase Option, the Equity Investors shall be entitled to exercise the
       Separation Repurchase Option for all or any portion of the Executive
       Securities the Company has not elected to purchase (the "AVAILABLE
       SEPARATION SECURITIES"). As soon as practicable after the Company has
       determined that there will be Available Separation Securities, but in any
       event within four months after the Separation Repurchase Event, the
       Company shall give written notice (the "SEPARATION OPTION NOTICE") to the
       Equity Investors setting forth the number of Available Separation
       Securities and the purchase price for the Available Separation
       Securities. The Equity Investors may elect to purchase any or all of the
       Available Securities by giving written notice to the Company within 30
       days after the Separation Option Notice has been given by the Company. If
       the Equity Investors elect to purchase an aggregate number greater than
       the number of Available Separation Securities, the Available Separation
       Securities shall be allocated among the Equity Investors based upon the
       number of Common Units owned by each Equity Investor. As soon as
       practicable, and in any event within ten days after the expiration of the
       30-day period set forth above, the Company shall notify each holder of
       Executive Securities under this Agreement as to the number of units being
       purchased from such holder by the Equity Investors (the "SUPPLEMENTAL
       SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the
       Supplemental Repurchase Notice to such holder(s) of Executive Securities,
       the Company shall also deliver written notice to each Equity Investor
       setting forth the number of units such Equity Investor is entitled to
       purchase, the aggregate purchase price and the time and place of the
       closing of the transaction.

                     (v)    The closing of the purchase of the Executive
       Securities pursuant to the Separation Repurchase Option shall take place
       on the date designated by the Company in the Separation Repurchase Notice
       or Supplemental Separation Repurchase Notice, which date shall not be
       more than 30 days nor less than five days after the delivery of the later
       of either such notice to be delivered. The Company will pay for the
       Executive Securities to be purchased by it pursuant to the Separation
       Repurchase Option by first offsetting amounts outstanding under any bona
       fide debts owed by Executive to the Company and will pay the remainder of
       the purchase price by, at its option, (A) a check or wire transfer of
       funds, (B) if the purchase is being made by a corporate successor to the
       Company, the issuance of a subordinated promissory note of such successor
       bearing interest at a rate equal to the prime rate (as published in THE
       WALL STREET JOURNAL from time to time) and having such maturity as the
       Company shall determine in good faith,

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       not to exceed three years, (C) issuing in exchange for such securities a
       number of the Company's Class A Preferred Units (having the rights and
       preferences set forth in the LLC Agreement) equal to (I) the aggregate
       portion of the repurchase price for such Executive Securities determined
       in accordance with this SECTION 3(a) paid by the issuance of Class A
       Preferred Units DIVIDED BY (II) 1,000, and for purposes of the LLC
       Agreement each such Class A Preferred Unit shall as of its issuance be
       deemed to have Capital Contributions made with respect to such Class A
       Preferred Unit equal to $1,000, or (D) any combination of clauses (A),
       (B) and (C) as the Board may elect in its discretion. Each Equity
       Investor will pay for the Executive Securities purchased by it by a check
       or wire transfer of immediately available funds. The Company and the
       Equity Investors will be entitled to receive customary representations
       and warranties from the sellers regarding such sale and to require that
       all sellers' signatures be guaranteed.

       By way of example only for the purpose of clarifying the mechanics of
       SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000
       Common Units by issuance of Class A Preferred Units and the aggregate
       repurchase price for such Common Units determined in accordance with this
       SECTION 3(a) is $400,500, then the Company would issue to Executive 400.5
       Class A Preferred Units, and for purposes of the LLC Agreement each whole
       Class A Preferred Unit issued to Executive would as of its issuance be
       deemed to have Capital Contributions made for such Class A Preferred Unit
       of $1,000, and the Capital Contributions made for the one-half Class A
       Preferred Unit would be $500.

                     (vi)   Notwithstanding anything to the contrary contained
       in this Agreement, if the Fair Market Value of Executive Securities is
       finally determined to be an amount at least 10% greater than the per unit
       repurchase price for such unit of Executive Securities in the Separation
       Repurchase Notice or in the Supplemental Separation Repurchase Notice,
       each of the Company and the Equity Investors shall have the right to
       revoke its exercise of the Separation Repurchase Option for all or any
       portion of the Executive Securities elected to be repurchased by it by
       delivering notice of such revocation in writing to the holders of
       Executive Securities during the thirty-day period beginning on the date
       that the Company and/or the Equity Investors are given written notice
       that the Fair Market Value of a unit of Executive Securities was finally
       determined to be an amount at least 10% greater than the per unit
       repurchase price for Executive Securities set forth in the Separation
       Repurchase Notice or in the Supplemental Separation Repurchase Notice.

              (b) DILUTION REPURCHASE OPTION.

                     (i)    Capitalized terms used in this SECTION 3(b) or
       elsewhere in this Agreement but not otherwise defined herein shall have
       the following meanings:

                            (A)    "FOLLOW-ON PURCHASER EQUITY INVESTMENT" means
                     an investment as equity financing in the Company by one or
                     more

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                     Purchasers after the Effective Date pursuant to the
                     Purchase Agreement.

                            (B)    "FOLLOW-ON PURCHASER EQUITY INVESTMENT
                     AMOUNT" means, with respect to any Follow-on Purchaser
                     Equity Investment, the aggregate dollar amount of such
                     Follow-on Purchaser Equity Investment.

                            (C)    "FULLY-DILUTED EQUITY" means, at any time of
                     determination, the then outstanding Equity Securities plus
                     (without duplication) all shares or units (or other
                     denominations) of Equity Securities issuable, whether at
                     such time or upon the passage of time or the occurrence of
                     future events, upon the exercise, conversion or exchange of
                     all the then outstanding Equity Equivalents.

                            (D)    "MAXIMUM NUMBER OF REPURCHASABLE STANDARD
                     CARRIED COMMON UNITS" means with respect to any Follow-on
                     Purchaser Equity Investment, the product of the Maximum
                     Percentage of Repurchaseable Standard Carried Common Units
                     MULTIPLIED BY the number of Standard Carried Common Units
                     owned by Executive immediately prior to the Follow-on
                     Purchaser Equity Investment.

                            (E)    "MAXIMUM PERCENTAGE OF REPURCHASEABLE
                     STANDARD CARRIED COMMON UNITS" means, with respect to any
                     Follow-on Purchaser Equity Investment, the sum, expressed
                     as a percentage and rounded to the nearest one-hundredth of
                     a percent, of the Purchaser Equity Fund Dilution Percentage
                     PLUS the Purchaser Mezzanine Fund Dilution Percentage.

                            (F)    "POST-MONEY EQUITY VALUE" means, with respect
                     to any Follow-on Purchaser Equity Investment, the sum of
                     the Pre-Money Equity Value PLUS the Follow-on Purchaser
                     Equity Investment Amount.

                            (G)    "PRE-MONEY EQUITY VALUE" means, with respect
                     to any Follow-on Purchaser Equity Investment, the Fair
                     Market Value of the Fully-Diluted Equity of the Company
                     immediately prior to the Follow-on Purchaser Equity
                     Investment.

                            (H)    "PURCHASER EQUITY FUND DILUTION PERCENTAGE"
                     means, with respect to any Follow-on Purchaser Equity
                     Investment, the quotient, expressed as a percentage and
                     rounded to the nearest one-hundredth of a percent, equal to
                     the Follow-on Purchaser Equity Investment Amount divided by
                     the Post-Money Equity Value.

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                            (I)    "PURCHASER MEZZANINE FUND DILUTION FACTOR"
                     means 5.53%.

                            (J)    "PURCHASER MEZZANINE FUND DILUTION
                     PERCENTAGE" means, with respect to any Follow-on Purchaser
                     Equity Investment, the product, expressed as a percentage
                     and rounded to the nearest one-hundredth of a percent, of
                     the Purchaser Equity Fund Dilution Percentage MULTIPLIED BY
                     the Purchaser Mezzanine Fund Dilution Factor.

                     (ii)   Subject to the terms and conditions set forth in
       this SECTION 3(b), in the event of any Follow-on Purchaser Equity
       Investment, the Investors will have the right to repurchase (the
       "DILUTION REPURCHASE OPTION") from Executive and his transferees
       (including for this purpose the Company and, with respect to any Standard
       Carried Common Units acquired other than pursuant to the Dilution
       Repurchase Option, the Investors) all or any portion of Executive's
       Maximum Number of Repurchasable Standard Carried Common Units as of such
       Follow-on Purchaser Equity Investment.

                     (iii)  For any Dilution Repurchase Option, the purchase
       price for each Standard Carried Common Unit will be Executive's Original
       Cost for such unit PLUS interest on such amount at a rate of 8% per annum
       from the date hereof until the date of exercise of such Dilution
       Repurchase Option.

                     (iv)   As soon as practicable after the Company has
       determined the Maximum Number of Repurchasable Standard Carried Common
       Units, the Company shall give written notice (the "DILUTION REPURCHASE
       OPTION NOTICE") to the Investors setting forth the Maximum Number of
       Repurchasable Standard Carried Common Units and the purchase price
       therefor. The Investors may elect to purchase any or all of the Maximum
       Number of Repurchasable Standard Carried Common Units by giving written
       notice to the Company within 30 days after the Dilution Repurchase Option
       Notice has been given by the Company. If the Investors elect to purchase
       an aggregate number greater than the Maximum Number of Repurchasable
       Standard Carried Common Units, the Maximum Number of Repurchasable
       Standard Carried Common Units shall be allocated among the Investors
       based upon the number of Common Units owned by each Investor. As soon as
       practicable, and in any event within 10 days after the expiration of the
       30-day period set forth above, the Company shall notify each holder of
       the Standard Carried Common Units as to the number of units being
       purchased from such holder by the Investors, the aggregate consideration
       to be paid for such units and the time and place for the closing of the
       transaction (the "DILUTION REPURCHASE NOTICE"). At such time, the Company
       shall also deliver written notice to each Investor setting forth the
       number of units such Investor is entitled to purchase, the aggregate
       purchase price and the time and place of the closing of the transaction.

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                     (v)    The number of Standard Carried Common Units to be
       repurchased by the Investors shall first be satisfied to the extent
       possible from the Standard Carried Common Units held by Executive at the
       time of delivery of the Dilution Repurchase Notice. If the number of
       Standard Carried Common Units then held by Executive is less than the
       total number of Standard Carried Common Units that the Investors have
       elected to purchase, the Investors shall purchase the remaining Standard
       Carried Common Units elected to be purchased from the Permitted
       Transferee(s) of Executive Securities under this Agreement, PRO RATA
       according to the number of Executive Securities held by such Permitted
       Transferee(s) at the time of delivery of such Dilution Repurchase Notice
       (determined as nearly as practicable to the nearest unit). The number of
       Standard Carried Common Units, vested and unvested, to be repurchased
       hereunder shall be allocated among Executive and the Permitted
       Transferee(s) of Executive Securities (if any), PRO RATA according to the
       number of Standard Carried Common Units to be purchased from such Person.

                     (vi)   The closing of the purchase of the Standard Carried
       Common Units pursuant to the Dilution Repurchase Option shall take place
       on the date designated in the Dilution Repurchase Notice, which date
       shall not be more than 30 days nor less than five days after the delivery
       of such notice. Each Investor will pay for the Executive Securities to be
       purchased by it pursuant to the Dilution Repurchase Option by a check or
       wire transfer of immediately available funds. The Investors will be
       entitled to receive customary representations and warranties from the
       sellers regarding such sale and to require that all sellers' signatures
       be guaranteed.

       4.     PUT RIGHTS.

              (a) SEPARATION PUT RIGHT.

                     (i)    In the event Executive ceases to be employed by the
       Company, Employer and their respective Subsidiaries as a result of
       Executive's (A) death, (B) Disability, (C) employment termination by the
       Company, Employer or any of their respective Subsidiaries without Cause
       when there is not Substantial Underperformance or (D) resignation from
       his employment for Good Reason when there is not Substantial
       Underperformance (each a "SEPARATION PUT EVENT"), Executive may elect
       (the "SEPARATION PUT ELECTION"), subject to and in accordance with the
       terms of this SECTION 4(a) AND SECTION 5 below, to require the Company to
       purchase from Executive and the other holders of Executive Securities
       under this Agreement all (but not less than all) of the Vested Units held
       by Executive or such holders by delivering written notice (the
       "SEPARATION PUT EXERCISE NOTICE") to the Company before the expiration of
       the Put Election Period, specifying in such Separation Put Exercise
       Notice the number and type of Vested Units required to be purchased by
       the Company.

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<Page>

                     (ii)   For any Separation Put Election, the purchase price
       for each Vested Unit will be the Fair Market Value of such unit as of the
       Put Event Date.

                     (iii)  The closing of the purchase of the Vested Units
       pursuant to the Separation Put Election shall take place on a date to be
       designated by the Company in the Company Separation Purchase Price
       Notice, which date shall not be more than 30 days nor less than five days
       after the Separation Put Exercise Notice is received by the Company. The
       Company shall specify in writing to Executive the aggregate consideration
       to be paid for such units and the time and place for the closing of the
       transaction within five days after receipt of the Separation Put Exercise
       Notice (the "COMPANY SEPARATION PURCHASE PRICE NOTICE"). The Company will
       pay for the Vested Units to be purchased by it pursuant to the Separation
       Put Election by first offsetting amounts outstanding under any bona fide
       debts owed by Executive to the Company and will pay the remainder of the
       purchase price by a check or wire transfer of immediately available
       funds. The Company will be entitled to receive customary representations
       and warranties from the sellers regarding such sale and to require that
       all sellers' signatures be guaranteed.

                     (iv)   Notwithstanding anything herein to the contrary, the
       purchase obligations of the Company pursuant to this SECTION 4(a) shall
       terminate if, prior to the consummation of such purchase obligations, a
       Public Offering or a Sale of the Company occurs (such termination
       effective as of the consummation of the Public Offering or Sale of the
       Company, as the case may be).

              (b) CLASS B PREFERRED UNIT PUT RIGHT. (i) Upon the occurrence of a
       Preferred Put Event described in clause (ii) or (iii) of the definition
       thereof, the Company shall deliver to Executive a written notice
       notifying Executive of the occurrence of the Preferred Put Event (each of
       such notice and the acknowledgement contemplated by clause (i) of the
       definition of "Preferred Put Event," a "PREFERRED PUT EVENT NOTICE").

                     (ii)   In the event of a Preferred Put Event, Executive may
       elect (the "PREFERRED PUT ELECTION"), subject to and in accordance with
       the terms of this SECTION 4(b) and SECTION 5 below, to require the
       Company to purchase from Executive and the Permitted Transferee(s) of
       Executive Securities all or any portion of the Maximum Number of Put
       Class B Preferred Units held by Executive or such Permitted Transferee(s)
       by delivering written notice (the "PREFERRED PUT EXERCISE NOTICE") to the
       Company before the expiration of the Put Election Period, specifying in
       such Preferred Put Exercise Notice the number of Class B Preferred Units
       required to be purchased by the Company.

                     (iii)  For any Preferred Put Election, the purchase price
       for each Class B Preferred Unit to be purchased (limited to the Maximum
       Number of Put Class B Preferred Units) will be the Fair Market Value of
       such unit as of the date of the Preferred Put Event.

                                       12
<Page>

                     (iv)   The closing of the purchase of the Class B Preferred
       Units pursuant to the Preferred Put Election shall take place on a date
       to be designated by the Company in the Company Preferred Purchase Price
       Notice, which date shall not be more than 30 days nor less than five days
       after the Preferred Put Exercise Notice is received by the Company. The
       Company shall specify in writing to Executive the aggregate consideration
       to be paid for such units and the time and place for the closing of the
       transaction within five days after receipt of the Preferred Put Exercise
       Notice (the "COMPANY PREFERRED PURCHASE PRICE NOTICE"). The Company will
       pay for the Class B Preferred Units to be purchased by it pursuant to the
       Preferred Put Election by first offsetting amounts outstanding under any
       bona fide debts owed by Executive to the Company and will pay the
       remainder of the purchase price by a check or wire transfer of
       immediately available funds. The Company will be entitled to receive
       customary representations and warranties from the sellers regarding such
       sale and to require that all sellers' signatures be guaranteed.

       5.     LIMITATIONS ON CERTAIN REPURCHASES. Notwithstanding anything to
the contrary contained in this Agreement, all repurchases of Executive
Securities by the Company pursuant to any of the Separation Repurchase Option,
Separation Put Election or Preferred Put Election shall be subject to the
ability of the Company to pay the purchase price from its readily available cash
resources (without imposing any obligation on the Company to raise financing to
fund the repurchases) and also subject to applicable restrictions contained in
the Delaware Limited Liability Company Act, the Delaware General Corporation Law
or such other governing corporate or limited liability company law, applicable
federal and state securities laws, and in the Company's and its Subsidiaries'
debt and equity financing agreements. If any such restrictions prohibit (A) the
repurchase of Executive Securities hereunder which the Company is otherwise
entitled or required to make or (B) dividends or other transfers of funds from
one or more Subsidiaries to the Company to enable such repurchases, then the
Company may (in the case of the Separation Repurchase Option), or shall (in the
case of the Separation Put Election or Preferred Put Election), make such
repurchases as soon as it is permitted to make repurchases or receive funds from
Subsidiaries under such restrictions. Furthermore, in the event of a
disagreement in accordance with the terms herein relating to the determination
of the Fair Market Value of any Executive Securities, the time periods described
herein with respect to purchases of Executive Securities under SECTIONS 3 and 4
herein shall be tolled until any such determination has been made in accordance
with the terms provided herein.

       6.     RESTRICTIONS ON TRANSFER OF EXECUTIVE SECURITIES.

              (a) TRANSFER OF EXECUTIVE SECURITIES. The holders of Executive
       Securities shall not Transfer any interest in any units of Executive
       Securities, except pursuant to (i) the provisions of SECTIONS 3 or 4
       hereof, (ii) the provisions of Section 1 of the Securityholders Agreement
       (a "PARTICIPATING SALE"), (iii) an Approved Sale (as defined in Section 4
       of the Securityholders Agreement) or (iv) the provisions of SECTION 6(b)
       below.

                                       13
<Page>

              (b) CERTAIN PERMITTED TRANSFERS. The restrictions in this SECTION
       6 will not apply with respect to any Transfer of (i) Executive Securities
       made pursuant to applicable laws of descent and distribution or to such
       Person's legal guardian in the case of any mental incapacity or among
       such Person's Family Group or (ii) Common Units at such time as the
       Investors sell Common Units in a Public Sale, but in the case of this
       clause (ii) only an amount of units (the "TRANSFER AMOUNT") equal to the
       lesser of (A) the sum of the number of Vested Carried Common Units and
       Co-Invest Common Units owned by Executive and (B) the result of the
       number of Common Units owned by Executive multiplied by a fraction (the
       "TRANSFER FRACTION"), the numerator of which is the number of Common
       Units sold by the Investors in such Public Sale and the denominator of
       which is the total number of Common Units held by the Investors prior to
       the Public Sale; PROVIDED that, if at the time of a Public Sale of units
       by the Investors, Executive chooses not to Transfer the Transfer Amount,
       Executive shall retain the right to Transfer an amount of Common Units at
       a future date equal to the lesser of (x) the sum of the number of Vested
       Carried Common Units and Co-Invest Common Units owned by Executive at
       such future date and (y) the result of the number of Common Units owned
       by Executive at such future date multiplied by the Transfer Fraction;
       PROVIDED further that the restrictions contained in this SECTION 6 will
       continue to be applicable to the Executive Securities after any Transfer
       of the type referred to in clause (i) above and the transferees of such
       Executive Securities must agree in writing to be bound by the provisions
       of this Agreement and the LLC Agreement. Any transferee of Executive
       Securities pursuant to a Transfer in accordance with the provisions of
       clause (i) of this SECTION 6(b) is herein referred to as a "PERMITTED
       TRANSFEREE." Upon the Transfer of Executive Securities pursuant to this
       SECTION 6(b), the transferring holder of Executive Securities will
       deliver a written notice (a "TRANSFER NOTICE") to the Company. In the
       case of a Transfer pursuant to clause (i) hereof, the Transfer Notice
       will disclose in reasonable detail the identity of the Permitted
       Transferee(s).

              (c) TERMINATION OF RESTRICTIONS. The restrictions set forth in
       this SECTION 6 will continue with respect to each unit of Executive
       Securities until the earlier of (i) the date on which such unit of
       Executive Securities has been transferred in a Public Sale permitted by
       this SECTION 6, or (ii) the consummation of a Sale of the Company.

       7.     ADDITIONAL RESTRICTIONS ON TRANSFER OF EXECUTIVE SECURITIES.

              (a) LEGEND. The certificates representing the Executive Securities
       will bear a legend in substantially the following form:

       "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
       ISSUED AS OF FEBRUARY 6, 2004, HAVE NOT BEEN REGISTERED UNDER
       THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
       BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
       REGISTRATION STATEMENT UNDER THE ACT OR AN

                                       14
<Page>

       EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
       REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
       RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
       CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT
       AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY
       AND OTHER PARTIES, DATED AS OF FEBRUARY 6, 2004. A COPY OF SUCH
       AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S
       PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

              (b) OPINION OF COUNSEL. No holder of Executive Securities may
       Transfer any Executive Securities (except pursuant to SECTION 3, SECTION
       4 or SECTION 6(b) of this Agreement, Section 4 of the Securityholders
       Agreement or an effective registration statement under the Securities
       Act) without first delivering to the Company a written notice describing
       in reasonable detail the proposed Transfer, together with an opinion of
       counsel (reasonably acceptable in form and substance to the Company) that
       neither registration nor qualification under the Securities Act and
       applicable state securities laws is required in connection with such
       transfer. In addition, if the holder of the Executive Securities delivers
       to the Company an opinion of counsel that no subsequent Transfer of such
       Executive Securities shall require registration under the Securities Act,
       the Company shall promptly upon such contemplated Transfer deliver new
       certificates for such Executive Securities that do not bear the
       Securities Act portion of the legend set forth in SECTION 7(a). If the
       Company is not required to deliver new certificates for such Executive
       Securities not bearing such legend, the holder thereof shall not Transfer
       the same until the prospective transferee has confirmed to the Company in
       writing its agreement to be bound by the conditions contained in this
       SECTION 7.

                        PROVISIONS RELATING TO EMPLOYMENT

       8.     EMPLOYMENT. Employer agrees to employ Executive and Executive
accepts such employment for the period beginning as of the date hereof and
ending upon his separation pursuant to SECTION 8(c) hereof (the "EMPLOYMENT
PERIOD").

              (a) POSITION AND DUTIES.

                     (i)    During the Employment Period, Executive shall serve
       as the Chief Sales Officer of Employer and shall have the normal duties,
       responsibilities and authority implied by such position, subject to the
       power of the Chief Executive Officer of Employer and the Board to expand
       or limit such duties, responsibilities and authority and to override such
       actions.

                     (ii)   Executive shall report to the Chief Executive
       Officer of Employer, and Executive shall devote his best efforts and,
       except as otherwise requested or directed by the Chief Executive Officer
       of Employer with respect to services to be provided by the Company or any
       of its Subsidiaries pursuant to the

                                       15
<Page>

       Transition Services Agreement, his full business time and attention to
       the business and affairs of the Company, Employer and their Subsidiaries.

              (b) SALARY, BONUS AND BENEFITS. During the Employment Period,
       Employer will pay Executive a base salary of $218,000 per annum (the
       "ANNUAL BASE SALARY"). The existing Medtech/Denorex bonus program will
       continue through the fiscal year ending March 31, 2004. Beginning with
       fiscal year 2005, the Board shall develop a new bonus program which may
       incorporate subjective and objective criteria for bonus achievement
       different from the criteria contained in the existing Medtech/Denorex
       bonus program; PROVIDED, HOWEVER, THAT the maximum bonus payment
       potentials to Executive will not be decreased from those provided in the
       existing Medtech/Denorex bonus program. In addition, during the
       Employment Period, Executive will be entitled to such other benefits
       approved by the Board and made available to the senior management of the
       Company, Employer and their Subsidiaries, which shall include vacation
       time (in an amount consistent with past practice) and medical, dental,
       life and disability insurance. The Board, on a basis consistent with past
       practice, shall review the Annual Base Salary of Executive and may
       increase the Annual Base Salary by such amount as the Board, in its sole
       discretion, shall deem appropriate. The term "Annual Base Salary" as used
       in this Agreement shall refer to the Annual Base Salary as it may be so
       increased.

              (c) SEPARATION. The Employment Period will continue until (i)
       Executive's death, Disability or resignation from employment with the
       Company, Employer and their respective Subsidiaries or (ii) the Company,
       Employer and their respective Subsidiaries decide to terminate
       Executive's employment with or without Cause. If (A) Executive's
       employment is terminated without Cause pursuant to clause (ii) above or
       (B) Executive resigns from employment with the Company, Employer or any
       of their respective Subsidiaries for Good Reason, then during the period
       commencing on the date of termination of the Employment Period and ending
       on the first anniversary of the date of termination (the "SEVERANCE
       PERIOD"), Employer shall pay to Executive, in equal installments on the
       Employer's regular salary payment dates, an aggregate amount equal to (I)
       his Annual Base Salary, plus (II) an amount equal to the annual bonus, if
       any, paid or payable to Executive by Employer for the last fiscal year
       ended prior to the date of termination. In addition, if Executive is
       entitled on the date of termination to coverage under the medical and
       prescription portions of the Welfare Plans, such coverage shall continue
       for Executive and Executive's covered dependents for a period ending on
       the first anniversary of the date of termination at the active employee
       cost payable by Executive with respect to those costs paid by Executive
       prior to the date of termination; PROVIDED, that this coverage will count
       towards the depletion of any continued health care coverage rights that
       Executive and Executive's dependents may have pursuant to the
       Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
       ("COBRA"); PROVIDED further, that Executive's or Executive's covered
       dependents' rights to continued health care coverage pursuant to this
       SECTION 8(c) shall terminate at the time Executive or Executive's covered
       dependents become covered, as described in COBRA, under

                                       16
<Page>

       another group health plan, and shall also terminate as of the date
       Employer ceases to provide coverage to its senior executives generally
       under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive
       shall not be entitled to receive any payments or benefits pursuant to
       this SECTION 8(c) unless Executive has executed and delivered to Employer
       a general release in form and substance satisfactory to Employer and (II)
       Executive shall be entitled to receive such payments and benefits only so
       long as Executive has not breached the provisions of SECTIONS 9 or 10
       hereof. The release described in the foregoing sentence shall not require
       Executive to release any claims for any vested employee benefits, workers
       compensation benefits covered by insurance or self-insurance, claims to
       indemnification to which Executive may be entitled under the Company's or
       its Subsidiaries' certificate(s) of incorporation, by-laws or under any
       of the Company's or its Subsidiaries' directors or officers insurance
       policy(ies) or applicable law, or equity claims to contribution from the
       Company or its Subsidiaries or any other Person to which Executive is
       entitled as a matter of law in respect of any claim made against
       Executive for an alleged act or omission in Executive's official capacity
       and within the scope of Executive's duties as an officer, director or
       employee of the Company or its Subsidiaries. Not later than eighteen (18)
       months following the termination of Executive's employment, the Company
       and its Subsidiaries for which the Executive has acted in the capacity of
       a senior manager, shall sign and deliver to Executive a release of claims
       that the Company or its Subsidiaries has against Executive; PROVIDED
       THAT, such release shall not release any claims that the Company or its
       Subsidiaries commenced prior to the date of the release(s), any claims
       relating to matters actively concealed by Executive, any claims to
       contribution from Executive to which the Company or its Subsidiaries are
       entitled as a matter of law or any claims arising out of mistaken
       indemnification by the Company or any of its Subsidiaries. Except as
       otherwise provided in this SECTION 8(c) or in the Employer's employee
       benefit plans or as otherwise required by applicable law, Executive shall
       not be entitled to any other salary, compensation or benefits after
       termination of Executive's employment with Employer.

       9.     CONFIDENTIAL INFORMATION.

              (a) OBLIGATION TO MAINTAIN CONFIDENTIALITY. Executive acknowledges
       that the information, observations and data (including trade secrets)
       obtained by him during the course of his performance under this Agreement
       concerning the business or affairs of the Company, Employer and their
       respective Subsidiaries and Affiliates ("CONFIDENTIAL INFORMATION") are
       the property of the Company, Employer or such Subsidiaries and
       Affiliates, including information concerning acquisition opportunities in
       or reasonably related to the Company's and Employer's business or
       industry of which Executive becomes aware during the Employment Period.
       Therefore, Executive agrees that he will not disclose to any unauthorized
       Person or use for his own account (for his commercial advantage or
       otherwise) any Confidential Information without the Board's written
       consent, unless and to the extent that the Confidential Information, (i)
       becomes generally known to and available for use by the public other than
       as a result of Executive's

                                       17
<Page>

       acts or omissions to act, (ii) was known to Executive prior to
       Executive's employment with Employer, the Company or any of their
       Subsidiaries and Affiliates or (iii) is required to be disclosed pursuant
       to any applicable law, court order or other governmental decree.
       Executive shall deliver to the Company at a Separation, or at any other
       time the Company may request, all memoranda, notes, plans, records,
       reports, computer tapes, printouts and software and other documents and
       data (and copies thereof) relating to the Confidential Information, Work
       Product (as defined below) or the business of the Company, Employer and
       their respective Subsidiaries and Affiliates (including, without
       limitation, all acquisition prospects, lists and contact information)
       which he may then possess or have under his control.

              (b) OWNERSHIP OF PROPERTY. Executive acknowledges that all
       discoveries, concepts, ideas, inventions, innovations, improvements,
       developments, methods, processes, programs, designs, analyses, drawings,
       reports, patent applications, copyrightable work and mask work (whether
       or not including any Confidential Information) and all registrations or
       applications related thereto, all other proprietary information and all
       similar or related information (whether or not patentable) that relate to
       the Company's, Employer's or any of their respective Subsidiaries' or
       Affiliates' actual or anticipated business, research and development, or
       existing or future products or services and that are conceived,
       developed, contributed to, made, or reduced to practice by Executive
       (either solely or jointly with others) while employed by the Company,
       Employer or any of their respective Subsidiaries or Affiliates (including
       any of the foregoing that constitutes any proprietary information or
       records) ("WORK PRODUCT") belong to the Company, Employer or such
       Subsidiary or Affiliate and Executive hereby assigns, and agrees to
       assign, all of the above Work Product to the Company, Employer or to such
       Subsidiary or Affiliate. Any copyrightable work prepared in whole or in
       part by Executive in the course of his work for any of the foregoing
       entities shall be deemed a "work made for hire" under the copyright laws,
       and the Company, Employer or such Subsidiary or Affiliate shall own all
       rights therein. To the extent that any such copyrightable work is not a
       "work made for hire," Executive hereby assigns and agrees to assign to
       the Company, Employer or such Subsidiary or Affiliate all right, title,
       and interest, including without limitation, copyright in and to such
       copyrightable work. Executive shall promptly disclose such Work Product
       and copyrightable work to the Board and perform all actions reasonably
       requested by the Board (whether during or after the Employment Period) to
       establish and confirm the Company's, Employer's or such Subsidiary's or
       Affiliate's ownership (including, without limitation, assignments,
       consents, powers of attorney, and other instruments).

              (c) THIRD PARTY INFORMATION. Executive understands that the
       Company, Employer and their respective Subsidiaries and Affiliates will
       receive from third parties confidential or proprietary information
       ("THIRD PARTY INFORMATION") subject to a duty on the Company's,
       Employer's and their respective Subsidiaries' and Affiliates' part to
       maintain the confidentiality of such information and to use it only for
       certain limited purposes. During the Employment Period and thereafter,

                                       18
<Page>

       and without in any way limiting the provisions of SECTION 9(a) above,
       Executive will hold Third Party Information in the strictest confidence
       and will not disclose to anyone (other than personnel and consultants of
       the Company, Employer or their respective Subsidiaries and Affiliates who
       need to know such information in connection with their work for the
       Company, Employer or any of their respective Subsidiaries and Affiliates)
       or use, except in connection with his work for the Company, Employer or
       any of their respective Subsidiaries and Affiliates, Third Party
       Information unless expressly authorized by a member of the Board (other
       than himself if Executive is on the Board) in writing.

              (d) USE OF INFORMATION OF PRIOR EMPLOYERS. During the Employment
       Period and thereafter, Executive will not improperly use or disclose any
       confidential information or trade secrets, if any, of any former
       employers or any other Person to whom Executive has an obligation of
       confidentiality, and will not bring onto the premises of the Company,
       Employer or any of their respective Subsidiaries or Affiliates any
       unpublished documents or any property belonging to any former employer or
       any other Person to whom Executive has an obligation of confidentiality
       unless consented to in writing by the former employer or Person.
       Executive will use in the performance of his duties only information
       which is (i) generally known and used by persons with training and
       experience comparable to Executive's and which is (x) common knowledge in
       the industry or (y) otherwise legally in the public domain, (ii)
       otherwise provided or developed by the Company, Employer or any of their
       respective Subsidiaries or Affiliates or (iii) in the case of materials,
       property or information belonging to any former employer or other Person
       to whom Executive has an obligation of confidentiality, approved for such
       use in writing by such former employer or Person.

       10.    NONCOMPETITION AND NONSOLICITATION. Executive acknowledges that in
the course of his employment with Employer he will become familiar with the
Company's, Employer's and their respective Subsidiaries' trade secrets and with
other confidential information concerning the Company, Employer and such
Subsidiaries and that his services will be of special, unique and extraordinary
value to the Company, Employer and such Subsidiaries. Therefore, Executive
agrees that:

              (a) NONCOMPETITION. During the Employment Period and also during
       the period commencing on the date of termination of the Employment Period
       and ending on the first anniversary of the date of termination, he shall
       not anywhere in the United States, directly or indirectly, own, manage,
       control, participate in, consult with, render services for, or in any
       manner engage in any business (i) competing with a brand of the Company,
       Employer, Medtech, Denorex, any business acquired by such Persons, or any
       Subsidiaries of such Persons, representing 10% or more of the
       consolidated revenues or EBITDA of the Company and its Subsidiaries for
       the trailing 12 months ending on the last day of the last completed
       calendar month immediately preceding the date of termination of the
       Employment Period or (ii) in which the Company, Employer Medtech,
       Denorex, any business acquired by such Persons, or any Subsidiaries of
       such Persons has conducted discussions or has requested and received
       information

                                       19
<Page>

       relating to the acquisition of such business by such Person (x) within
       one year prior to the Separation and (y) during the Severance Period, if
       any. Nothing herein shall prohibit Executive from being a passive owner
       of not more than 2% of the outstanding stock of any class of a
       corporation that is publicly traded, so long as Executive has no active
       participation in the business of such corporation.

              (b) NONSOLICITATION. During the Employment Period and also during
       the period commencing on the date of termination of the Employment Period
       and ending on the first anniversary of the date of termination, Executive
       shall not directly or indirectly through another entity (i) induce or
       attempt to induce any employee of the Company, Employer or any of their
       respective Subsidiaries to leave the employ of the Company, Employer or
       any such Subsidiary, or in any way interfere with the relationship
       between the Company, Employer and any of their respective Subsidiaries
       and any employee thereof, (ii) hire any person who was an employee of the
       Company, Employer or any of their respective Subsidiaries within 180 days
       after such person ceased to be an employee of the Company, Employer or
       any of their respective Subsidiaries (PROVIDED, HOWEVER, THAT such
       restriction shall not apply for a particular employee if the Company has
       provided its written consent to such hire, which consent, in the case of
       any person who was not a key employee of the Company, Employer or any of
       their respective Subsidiaries, shall not be unreasonably withheld), (iii)
       induce or attempt to induce any customer, supplier, licensee or other
       business relation of the Company, Employer or any of their respective
       Subsidiaries to cease doing business with the Company, Employer or any
       such Subsidiary or in any way interfere with the relationship between any
       such customer, supplier, licensee or business relation and the Company,
       Employer or any Subsidiary or (iv) directly or indirectly acquire or
       attempt to acquire an interest in any business relating to the business
       of the Company, Employer or any of their respective Subsidiaries and with
       which the Company, Employer and any of their respective Subsidiaries has
       conducted discussions or has requested and received information relating
       to the acquisition of such business by the Company, Employer or any of
       their respective Subsidiaries in the two year period immediately
       preceding a Separation.

              (c) ENFORCEMENT. If, at the time of enforcement of SECTION 9 or
       this SECTION 10, a court holds that the restrictions stated herein are
       unreasonable under circumstances then existing, the parties hereto agree
       that the maximum duration, scope or geographical area reasonable under
       such circumstances shall be substituted for the stated period, scope or
       area and that the court shall be allowed to revise the restrictions
       contained herein to cover the maximum duration, scope and area permitted
       by law. Because Executive's services are unique and because Executive has
       access to Confidential Information, the parties hereto agree that money
       damages would be an inadequate remedy for any breach of this Agreement.
       Therefore, in the event of a breach or threatened breach of this
       Agreement, the Company, Employer, their respective Subsidiaries or their
       successors or assigns may, in addition to other rights and remedies
       existing in their favor, apply to any court of competent jurisdiction for
       specific performance

                                       20
<Page>

       and/or injunctive or other relief in order to enforce, or prevent any
       violations of, the provisions hereof (without posting a bond or other
       security).

              (d) ADDITIONAL ACKNOWLEDGMENTS. Executive acknowledges that the
       provisions of this SECTION 10 are in consideration of: (i) employment
       with the Employer, (ii) the issuance of the Executive Securities by the
       Company and (iii) additional good and valuable consideration as set forth
       in this Agreement. In addition, Executive agrees and acknowledges that
       the restrictions contained in SECTION 9 and this SECTION 10 do not
       preclude Executive from earning a livelihood, nor do they unreasonably
       impose limitations on Executive's ability to earn a living. In addition,
       Executive acknowledges (i) that the business of the Company, Employer and
       their respective Subsidiaries will be conducted throughout the United
       States, (ii) notwithstanding the state of incorporation or principal
       office of the Company, Employer or any of their respective Subsidiaries,
       or any of their respective executives or employees (including the
       Executive), it is expected that the Company and Employer will have
       business activities and have valuable business relationships within its
       industry throughout the United States and (iii) as part of his
       responsibilities, Executive will be traveling throughout the United
       States in furtherance of Employer's business and its relationships.
       Executive agrees and acknowledges that the potential harm to the Company
       and Employer of the non-enforcement of SECTION 9 and this SECTION 10
       outweighs any potential harm to Executive of its enforcement by
       injunction or otherwise. Executive acknowledges that he has carefully
       read this Agreement and has given careful consideration to the restraints
       imposed upon Executive by this Agreement, and is in full accord as to
       their necessity for the reasonable and proper protection of confidential
       and proprietary information of the Company, Employer and their
       Subsidiaries now existing or to be developed in the future. Executive
       expressly acknowledges and agrees that each and every restraint imposed
       by this Agreement is reasonable with respect to subject matter, time
       period and geographical area.

                               GENERAL PROVISIONS

       11.    DEFINITIONS.

       "AFFILIATE" means, (i) with respect to any Person, any Person that
controls, is controlled by or is under common control with such Person or an
Affiliate of such Person, and (ii) with respect to any Investor, any general or
limited partner of such Investor, any employee or owner of any such partner, or
any other Person controlling, controlled by or under common control with such
Investor.

       "BOARD" means the Company's board of managers (or its equivalent).

       "CAUSE" means (i) the intentional or knowing commission of a felony or a
crime involving moral turpitude or the commission of any other act or omission
involving dishonesty or fraud with respect to the Company, Employer or any of
their respective Subsidiaries or any of their customers or suppliers, (ii)
substantial and repeated failure to perform duties of the office held by
Executive as reasonably directed by the Board, (iii)

                                       21
<Page>

gross negligence or willful misconduct with respect to the Company, Employer or
any of their respective Subsidiaries, (iv) conduct tending to bring the Company,
Employer or any of their respective Subsidiaries into substantial public
disgrace or disrepute or (v) any breach by Executive of SECTIONS 9 or 10 of this
Agreement. Notwithstanding the foregoing, if it is alleged or determined that
actions taken by Executive caused the Company, Employer or any of their
respective Subsidiaries to engage in illegal activities or operations, the
taking of such actions by Executive shall not constitute "Cause" hereunder if
Executive had a reasonable and good faith belief that such actions were not in
violation of any law, rule, regulation or court order, were in the best
interests of the Company, Employer and their respective Subsidiaries and were
taken in the ordinary course of business.

       "CLASS A PREFERRED UNITS" means the Class A Preferred Units, as defined
in the LLC Agreement.

       "CLOSING DATE" has the meaning set forth in the Stock Purchase Agreement.

       "CREDIT AGREEMENT" means that certain Credit Agreement dated as of the
date hereof, by and among Medtech Acquisition, Inc., Denorex Acquisition, Inc.,
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services
Inc., the financial institutions parties thereto and the other parties named
therein, as the same may be amended, supplemented or otherwise modified from
time to time, at any renewal, extension, refunding, restructuring, replacement
or refinancing thereof (whether with the original agent or lenders or another
agent or agents or other lenders and whether provided under the original Credit
Agreement or any other credit agreement).

       "DEBT" has the meaning set forth in the Credit Agreement.

       "DENOREX" means The Denorex Company, a Delaware corporation.

       "DENOREX COMMON STOCK" means the Class A Common Stock, par value $0.01
per share, of Denorex.

       "DENOREX COMMON STOCK VALUE" means the portion of the Denorex Equity
Purchase Price allocable to each share of Denorex Common Stock.

       "DENOREX EQUITY PURCHASE PRICE" has the meaning set forth in the Stock
Purchase Agreement.

       "DENOREX STOCKHOLDERS AGREEMENT" means the Stockholders Agreement of The
Denorex Company, dated November 6, 2006, among Denorex and its stockholders.

       "DISABILITY" means the disability of Executive caused by any physical or
mental injury, illness or incapacity as a result of which Executive is unable to
effectively perform the essential functions of Executive's duties as determined
by the Board in good faith.

                                       22
<Page>

       "DISTRIBUTION OFFSET AND CONTRIBUTION OBLIGATION" means the offset and
contribution obligations set forth in Section 4.1(b) of the LLC Agreement with
respect to Executive's distributions thereunder.

       "EBITDA" has the meaning set forth in the Credit Agreement.

       "EQUITY EQUIVALENTS" means, at any time, without duplication with any
other Equity Securities or Equity Equivalents, any rights, warrants, options,
convertible securities or Debt, exchangeable securities or Debt, or other
rights, exercisable for or convertible or exchangeable into, directly or
indirectly, Equity Securities and securities convertible or exchangeable into
Equity Securities, whether at the time of issuance or upon the passage of time
or the occurrence of a future event.

       "EQUITY SECURITIES" means all shares or units of Common Units, Class A
Preferred Units, Class B Preferred Units and other Units (as defined in the LLC
Agreement) or other equity interests in the Company (including other classes or
series thereof having different rights) as may be authorized for issuance by the
Company from time to time. Equity Securities will also include equity of the
Company (or a corporate successor to the Company or a Subsidiary of the Company)
issued with respect to Equity Securities (i) by way of a unit split, unit
dividend, conversion, or other recapitalization, (ii) by way of reorganization
or recapitalization of the Company in connection with the incorporation of a
corporate successor in accordance with Section 15.7 of the LLC Agreement, or
(iii) by way of a distribution of securities of a Subsidiary of the Company to
the members of the Company following or with respect to a Subsidiary Public
Offering.

       "EXECUTIVE SECURITIES" means all Class B Preferred Units and Common Units
acquired by Executive hereunder. Executive Securities will continue to be
Executive Securities in the hands of any holder other than Executive (except for
the Company, the Investors and transferees in a Public Sale, which transferees,
other than as provided in SECTION 3(b)(ii) above, shall not be subject to the
provisions of this Agreement with respect to such securities), and except as
otherwise provided herein, each such other holder of Executive Securities will
succeed to all rights and obligations attributable to Executive as a holder of
Executive Securities hereunder. Executive Securities (or, individually, any
particular type of equity security included therein) will also include equity
securities of the Company (or a corporate successor to the Company or a
Subsidiary of the Company) issued with respect to Executive Securities (or,
individually, any particular type of equity security included therein) (i) by
way of a unit split, unit dividend, conversion, or other recapitalization, (ii)
by way of reorganization or recapitalization of the Company in connection with
the incorporation of a corporate successor in accordance with Section 15.7 of
the LLC Agreement or (iii) by way of a distribution of securities of a
Subsidiary of the Company to the members of the Company following or with
respect to a Subsidiary Public Offering. For the avoidance of doubt, all
Unvested Common Units shall remain Unvested Common Units after a Transfer
thereof, unless such Transfer is to the Company, an Investor or a transferee in
a Public Sale.

       "FAIR MARKET VALUE" of each unit of Executive Securities or other Equity
Securities, as the case may be (as applicable, the "APPLICABLE SECURITIES"),
means the

                                       23
<Page>

average of the closing prices of the sales of such Applicable Securities on all
securities exchanges on which such Applicable Securities may at the time be
listed, or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any day such Applicable Securities are not so listed,
the average of the representative bid and asked prices quoted in the NASDAQ
System as of 4:00 P.M., New York time, or, if on any day such Applicable
Securities are not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau Incorporated, or any similar successor
organization, in each such case averaged over a period of 21 days consisting of
the day as of which the Fair Market Value is being determined and the 20
consecutive business days prior to such day. If at any time such Applicable
Securities are not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the Fair Market Value will be the fair
value of such Applicable Securities as determined in good faith by the Board
(taking into account, as of such date of determination, Executive's Distribution
Offset and Contribution Obligation). If Executive reasonably disagrees with such
determination, Executive shall deliver to the Board a written notice of
objection (an "OBJECTION") within thirty (30) days after delivery of the
Separation Repurchase Notice (or if no Separation Repurchase Notice is
delivered, then within thirty (30) days after delivery of the Supplemental
Separation Repurchase Notice), the Dilution Repurchase Notice, the Company
Separation Purchase Price Notice or the Company Preferred Purchase Price Notice,
as applicable. Upon receipt of Executive's Objection, the Board and Executive
will negotiate in good faith to agree on such Fair Market Value. If such
agreement is not reached within 20 days after the delivery of the Objection,
Fair Market Value shall be determined by an appraiser jointly selected by the
Board and Executive, which appraiser shall submit to the Board and Executive a
report within 30 days of its engagement setting forth such determination. If the
parties are unable to agree on an appraiser within 25 days after delivery of the
Objection, within seven days, each party shall submit the names of four
nationally recognized firms that are engaged in the business of valuing
non-public securities, and each party shall be entitled to strike two names from
the other party's list of firms, and the appraiser shall be selected by lot from
the remaining four investment banking firms. The expenses of such appraiser
shall be borne equally by Executive and the Company. The determination of such
appraiser as to Fair Market Value shall be final and binding upon all parties.

       "FAMILY GROUP" means a Person's spouse and descendants (whether natural
or adopted), and any trust, family limited partnership, limited liability
company or other entity wholly owned, directly or indirectly, by such Person or
such Person's spouse and/or descendants that is and remains solely for the
benefit of such Person and/or such Person's spouse and/or descendants and any
retirement plan for such Person.

       "GOOD REASON" means (i) any material diminution in Executive's position,
title, authority, powers, functions, duties or responsibilities with Employer,
(ii) the permanent relocation or transfer of Employer's principal office outside
a 30 mile radius from Irvington, New York or (iii) any failure of Employer to
comply with the Annual Base Salary and bonus provisions of SECTION 8(b) hereof;
PROVIDED, HOWEVER, that either or both of clauses (i) or (ii) above shall be
disregarded for purposes of this definition if Peter

                                       24
<Page>

Mann, as the Chief Executive Officer of the Employer, consents to the
circumstances described in such clause(s).

       "LLC AGREEMENT" means the Amended and Restated Limited Liability Company
Agreement of the Company, dated as of the date hereof, as amended from time to
time pursuant to its terms.

       "MAXIMUM NUMBER OF PUT CLASS B PREFERRED UNITS" means the product of (i)
the number of Class B Preferred Units acquired by Executive hereunder and held
of record and beneficially by Executive as of the date of the Preferred Put
Event, multiplied by (ii) a fraction (A) the numerator of which is the number of
Class B Preferred Units that remain unpurchased by the Equity Investors on the
date of the Preferred Put Event pursuant to Section 1B of the Purchase Agreement
and (B) the denominator of which is the total number of Class B Preferred Units
to be purchased by the Equity Investors pursuant to Section 1B of the Purchase
Agreement.

       "MEDTECH" means Medtech Holdings, Inc., a Delaware corporation.

       "MEDTECH COMMON STOCK" means the Class A-2 Common Stock, par value $0.01
per share, of Medtech.

       "MEDTECH COMMON STOCK VALUE" means the portion of the Medtech Equity
Purchase Price allocable to each share of Medtech Common Stock.

       "MEDTECH EQUITY PURCHASE PRICE" has the meaning set forth in the Stock
Purchase Agreement.

       "MEDTECH STOCKHOLDERS AGREEMENT" means the Stockholders Agreement of
Medtech, dated March 1, 2001, among Medtech and its stockholders.

       "ORIGINAL COST" means, with respect to each Common Unit purchased
hereunder, $0.10, and, with respect to each Class B Preferred Unit purchased
hereunder, $1,000 (each as proportionately adjusted for all subsequent unit
splits, unit dividends and other recapitalizations).

       "PERSON" means an individual, a partnership, a limited liability company,
a corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization, investment fund, any other business entity and a
governmental entity or any department, agency or political subdivision thereof.

       "PREFERRED PUT EVENT" means the first to occur of the following events:
(i) the receipt by Executive from the Equity Investors of an acknowledgment in
writing that the Equity Investors will not purchase all of the Class B Preferred
Units contemplated to be purchased by the Equity Investors pursuant to Section
1B of the Purchase Agreement, (ii) the execution and delivery of a definitive
agreement to consummate a Sale of the Company if at the time of such occurrence
the Equity Investors have not previously acquired all of the Class B Preferred
Units contemplated to be purchased by the Equity Investors pursuant to Section
1B of the Purchase Agreement or (iii) a Public Offering if

                                       25
<Page>

at the time of such occurrence the Equity Investors have not previously acquired
all of the Class B Preferred Units contemplated to be purchased by the Equity
Investors pursuant to Section 1B of the Purchase Agreement.

       "PRO FORMA EBITDA" means, for each month during the applicable period, an
amount equal to (i) with respect to fiscal years 2004 through 2008, the monthly
EBITDA projections set forth on EXHIBIT B attached hereto, and (ii) with respect
to each fiscal year following fiscal year 2008, the monthly EBITDA projections
prepared by or on behalf of management of the Company and approved by the Board
or a committee thereof, as such EBITDA projections under clauses (i) and (ii)
above may subsequently be adjusted, with the approval of the Board, to reflect
subsequent acquisitions or dispositions of businesses or other events,
circumstances or occurrences that affect such projections. If EBITDA projections
are determined on an annual (and not a monthly) basis for any fiscal year, then
monthly EBITDA projections for each month during such fiscal year shall equal
the quotient of the annual EBITDA projection for such fiscal year divided by 12.

       "PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of equity securities of the Company or a
corporate successor to the Company.

       "PUBLIC SALE" means (i) any sale pursuant to a registered public offering
under the Securities Act or (ii) any sale to the public pursuant to Rule 144
promulgated under the Securities Act effected through a broker, dealer or market
maker (other than pursuant to Rule 144(k) prior to a Public Offering).

       "PURCHASER" has the meaning set forth in the Purchase Agreement.

       "PUT ELECTION PERIOD" means the period of time commencing on the date, as
applicable, on which the Preferred Put Event Notice is received by Executive or
on which the Separation Put Event occurs and expiring at 5:00 p.m., Chicago,
Illinois time, on the 20th business day thereafter for all Separation Put Events
other than death and Disability. If the Separation Put Event is triggered by the
Executive's death or Disability, the Put Election Period will be extended to 45
business days.

       "PUT EVENT DATE" means the date on which a Separation Put Event or a
Preferred Put Event, as applicable, occurs.

       "SALE OF THE COMPANY" means any transaction or series of transactions
pursuant to which any Person or group of related Persons other than the
Investors or their Affiliates in the aggregate acquire(s) (i) equity securities
of the Company possessing the voting power (other than voting rights accruing
only in the event of a default, breach or event of noncompliance) to elect a
majority of the Board (whether by merger, consolidation, reorganization,
combination, sale or transfer of the Company's equity, securityholder or voting
agreement, proxy, power of attorney or otherwise) or (ii) all or substantially
all of the Company's assets determined on a consolidated basis; PROVIDED that a
Public Offering shall not constitute a Sale of the Company.

       "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

                                       26
<Page>

       "SECURITYHOLDERS AGREEMENT" means the Securityholders Agreement, dated as
of even date herewith, among the Company and certain of its securityholders, as
amended from time to time pursuant to its terms.

       "SEPARATION" means the cessation of employment of Executive with the
Company, Employer and their respective Subsidiaries for any reason.

       "STOCK PURCHASE AGREEMENT" means that certain Stock Purchase Agreement,
made as of January 7, 2004, among Medtech, Denorex, each stockholder of Medtech,
each stockholder of Denorex, Medtech Acquisition, Inc., and Denorex Acquisition,
Inc.

       "SUBSIDIARY" means, with respect to any Person, any corporation, limited
liability company, partnership, association, or business entity of which (i) if
a corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers, or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association, or other business entity (other than a corporation), a
majority of partnership or other similar ownership interest thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association, or other business entity
(other than a corporation) if such Person or Persons shall be allocated a
majority of limited liability company, partnership, association, or other
business entity gains or losses or shall be or control any managing director or
general partner of such limited liability company, partnership, association, or
other business entity. For purposes hereof, references to a "SUBSIDIARY" of any
Person shall be given effect only at such times that such Person has one or more
Subsidiaries, and, unless otherwise indicated, the term "Subsidiary" refers to a
Subsidiary of the Company.

       "SUBSIDIARY PUBLIC OFFERING" means the sale in an underwritten public
offering registered under the Securities Act of equity securities of Employer or
another Subsidiary of the Company.

       "SUBSTANTIAL UNDERPERFORMANCE" means the occurrence or existence of
either or both of the following: (i) at any time during the 12-month period
ending on and including the date of termination of the Employment Period (A) a
default, whether or not cured, caused by the failure to make any Material
Payment of any Debt (unless a clerical error caused such failure and such
failure was cured immediately upon discovery), (B) any other material event of
default (after giving effect to any applicable grace period) relating to any
Material Debt the effect of which default is to cause, or to permit the holder
or holders of such Material Debt (or a trustee or agent on behalf of such holder
or holders) to cause, any such Material Debt to become due prior to its stated
maturity (without regard to any subordination provisions relating thereto) or
(C) any Material Debt shall be declared to be due and payable, or required to be
prepaid other than by a regularly scheduled required prepayment, prior to the
stated maturity thereof or (ii) as of

                                       27
<Page>

the date of the termination of the Employment Period, EBITDA for the 12-month
period ending on the last day of the last completed calendar month immediately
preceding the date of the termination of the Employment Period equals an amount
less than 85% of aggregate Pro Forma EBITDA for the same 12-month period. For
purposes of this definition, "Debt" shall mean, as of any date of determination,
any Debt of the Company, Employer or any of their respective Subsidiaries;
"Material Payment" shall mean any payment equal to or greater than $100,000; and
"Material Debt" shall mean any Debt having an outstanding principal balance in
excess of $3 million.

       "TCW/CRESCENT LENDERS" means collectively, TCW/Crescent Mezzanine
Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust
III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III
Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or
any investment fund for whom Trust Company of the West or any Affiliate of Trust
Company of the West acts as an account manager.

       "TCW/CRESCENT PURCHASERS" means collectively, TCW/Crescent Mezzanine
Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust
III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III
Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or
any investment fund for whom Trust Company of the West or any Affiliate of Trust
Company of the West acts as an account manager.

       "TRANSFER" means to sell, transfer, assign, pledge or otherwise dispose
of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).

       "TRANSITION SERVICES AGREEMENT" means that certain Transition Services
Agreement, dated as of even date herewith, by and among The Spic and Span
Company, a Delaware corporation, and Medtech.

       "WELFARE PLANS" mean the welfare benefit plans, practices, policies and
programs provided by Employer to the extent applicable generally to other senior
executives of the Company.

       12.    NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:

              IF TO EMPLOYER:

                     Medtech/Denorex Management, Inc.
                     90 North Broadway
                     Irvington, New York  10533
                     Attention:  Chief Executive Officer

                     WITH COPIES TO:

                                       28
<Page>

                     GTCR Golder Rauner II, L.L.C.
                     6100 Sears Tower
                     Chicago, Illinois  60606-6402
                     Attention:  David A. Donnini and Vincent J. Hemmer

                     Kirkland & Ellis LLP
                     200 East Randolph Drive
                     Chicago, Illinois  60601
                     Attention:  Stephen L. Ritchie, P.C.

              IF TO THE COMPANY:

                     Medtech/Denorex, LLC
                     90 North Broadway
                     Irvington, New York  10533
                     Attention:  Chief Executive Officer

                     WITH COPIES TO:

                     GTCR Golder Rauner II, L.L.C.
                     6100 Sears Tower
                     Chicago, Illinois  60606-6402
                     Attention:  David A. Donnini and Vincent J. Hemmer

                     Kirkland & Ellis LLP
                     200 East Randolph Drive
                     Chicago, Illinois  60601
                     Attention:  Stephen L. Ritchie, P.C.

              IF TO EXECUTIVE:

                     Gerard F. Butler
                     54 Lyons Road
                     Cold Spring, New York 10516

                     WITH A COPY TO:

                     Ford Marrin Esposito Witmeyer & Gleser LLP
                     Wall Street Plaza
                     New York, New York  10005-1875
                     Attention:  James M. Adrian

              IF TO THE INVESTORS:

                     See the attached INVESTOR NOTICE SCHEDULE.

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this

                                       29
<Page>

Agreement will be deemed to have been given when so delivered or sent or, if
mailed, five days after deposit in the U.S. mail.

       13.    GENERAL PROVISIONS.

              (a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted
       Transfer of any Executive Securities in violation of any provision of
       this Agreement shall be void, and the Company shall not record such
       Transfer on its books or treat any purported transferee of such Executive
       Securities as the owner of such equity for any purpose.

              (b) SEVERABILITY. Whenever possible, each provision of this
       Agreement will be interpreted in such manner as to be effective and valid
       under applicable law, but if any provision of this Agreement is held to
       be invalid, illegal or unenforceable in any respect under any applicable
       law or rule in any jurisdiction, such invalidity, illegality or
       unenforceability will not affect any other provision or any other
       jurisdiction, but this Agreement will be reformed, construed and enforced
       in such jurisdiction as if such invalid, illegal or unenforceable
       provision had never been contained herein.

              (c) COMPLETE AGREEMENT. This Agreement, those documents expressly
       referred to herein and other documents of even date herewith embody the
       complete agreement and understanding among the parties and supersede and
       preempt any prior understandings, agreements or representations by or
       among the parties, written or oral, which may have related to the subject
       matter hereof in any way.

              (d) NO STRICT CONSTRUCTION. The language used in this Agreement
       shall be deemed to be the language chosen by the parties hereto to
       express their mutual intent, and no rule of strict construction shall be
       applied against any party.

              (e) COUNTERPARTS. This Agreement may be executed and delivered in
       separate counterparts (including by means of facsimile), each of which is
       deemed to be an original and all of which taken together constitute one
       and the same agreement.

              (f) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
       this Agreement shall bind and inure to the benefit of and be enforceable
       by Executive, the Company, the Investors and their respective successors
       and assigns (including subsequent holders of Executive Securities);
       provided that the rights and obligations of Executive under this
       Agreement shall not be assignable except in connection with a permitted
       transfer of Executive Securities hereunder.

              (g) CHOICE OF LAW. The law of the State of Delaware will govern
       all questions concerning the relative rights of the Company, Employer and
       its securityholders. All other questions concerning the construction,
       validity and interpretation of this Agreement and the exhibits hereto
       will be governed by and construed in accordance with the internal laws of
       the State of Delaware, without

                                       30
<Page>

       giving effect to any choice of law or conflict of law provision or rule
       (whether of the State of Delaware or any other jurisdiction) that would
       cause the application of the laws of any jurisdiction other than the
       State of Delaware.

              (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN
       CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
       RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
       APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
       RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE
       APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
       OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO
       THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
       SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY
       OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE,
       ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT,
       THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED
       AMONG THE PARTIES HEREUNDER.

              (i) EXECUTIVE'S COOPERATION. During the Employment Period and
       thereafter, Executive shall cooperate with the Company, Employer and
       their respective Subsidiaries and Affiliates in any disputes with third
       parties, internal investigation or administrative, regulatory or judicial
       proceeding as reasonably requested by the Company (including, without
       limitation, Executive being available to the Company upon reasonable
       notice for interviews and factual investigations, appearing at the
       Company's request to give testimony without requiring service of a
       subpoena or other legal process, volunteering to the Company all
       pertinent information and turning over to the Company all relevant
       documents which are or may come into Executive's possession, all at times
       and on schedules that are reasonably consistent with Executive's other
       permitted activities and commitments). In the event the Company requires
       Executive's cooperation in accordance with this paragraph after the
       Employment Period, the Company shall reimburse Executive for reasonable
       travel expenses (including lodging and meals, upon submission of
       receipts) and compensate Executive for his time at a rate that is
       mutually agreeable to Executive and the Company.

              (j) REMEDIES. Each of the parties to this Agreement (and the
       Investors as third-party beneficiaries) will be entitled to enforce its
       rights under this Agreement specifically, to recover damages and costs
       (including attorney's fees) caused by any breach of any provision of this
       Agreement and to exercise all other rights existing in its favor. The
       parties hereto agree and acknowledge that money damages may not be an
       adequate remedy for any breach of the provisions of this Agreement and
       that any party may in its sole discretion apply to any court of law or
       equity of competent jurisdiction (without posting any bond or deposit)
       for

                                       31
<Page>

       specific performance and/or other injunctive relief in order to enforce
       or prevent any violations of the provisions of this Agreement.

              (k) AMENDMENT AND WAIVER. The provisions of this Agreement may be
       amended and waived only with the prior written consent of the Company,
       Employer, Executive and the Majority Holders (as defined in the Purchase
       Agreement).

              (l) INSURANCE. The Company, at its discretion, may apply for and
       procure in its own name and for its own benefit life and/or disability
       insurance on Executive in any amount or amounts considered available.
       Executive agrees to cooperate in any medical or other examination, supply
       any information, and to execute and deliver any applications or other
       instruments in writing as may be reasonably necessary to obtain and
       constitute such insurance.

              (m) BUSINESS DAYS. If any time period for giving notice or taking
       action hereunder expires on a day which is a Saturday, Sunday or holiday
       in the state in which the Company's chief executive office is located,
       the time period shall be automatically extended to the business day
       immediately following such Saturday, Sunday or holiday.

              (n) INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
       EXECUTIVE. The Company and its Subsidiaries shall be entitled to deduct
       or withhold from any amounts owing from the Company or any of its
       Subsidiaries to Executive any federal, state, local or foreign
       withholding taxes, excise taxes, or employment taxes ("TAXES") imposed
       with respect to Executive's compensation or other payments from the
       Company or any of its Subsidiaries or Executive's ownership interest in
       the Company, including, without limitation, wages, bonuses, dividends,
       the receipt or exercise of equity options and/or the receipt or vesting
       of restricted equity. In the event the Company or any of its Subsidiaries
       does not make such deductions or withholdings, Executive shall indemnify
       the Company and its Subsidiaries for any amounts paid with respect to any
       such Taxes, together with any interest, penalties and related expenses
       thereto.

              (o) REASONABLE EXPENSES. Employer agrees to pay the reasonable
       fees and expenses of Executive's counsel arising in connection with the
       negotiation and execution of this Agreement and the consummation of the
       transactions contemplated by this Agreement.

              (p) TERMINATION. This Agreement (except for the provisions of
       SECTIONS 8(a) and (b)) shall survive a Separation and shall remain in
       full force and effect after such Separation.

              (q) ADJUSTMENTS OF NUMBERS. All numbers set forth herein that
       refer to unit prices or amounts will be appropriately adjusted to reflect
       unit splits, unit dividends, combinations of units and other
       recapitalizations affecting the subject class of equity.

                                       32
<Page>

              (r) DEEMED TRANSFER OF EXECUTIVE SECURITIES. If the Company
       (and/or the Investors and/or any other Person acquiring securities) shall
       make available, at the time and place and in the amount and form provided
       in this Agreement, the consideration for the Executive Securities to be
       repurchased in accordance with the provisions of this Agreement, then
       from and after such time, the Person from whom such units are to be
       repurchased shall no longer have any rights as a holder of such units
       (other than the right to receive payment of such consideration in
       accordance with this Agreement), and such units shall be deemed purchased
       in accordance with the applicable provisions hereof and the Company
       (and/or the Investors and/or any other Person acquiring securities) shall
       be deemed the owner and holder of such units, whether or not the
       certificates therefor have been delivered as required by this Agreement.

              (s) NO PLEDGE OR SECURITY INTEREST. The purpose of the Company's
       retention of Executive's certificates is solely to facilitate the
       repurchase provisions set forth in SECTIONS 3 and 4 herein and Section 4
       of the Securityholders Agreement and does not constitute a pledge by
       Executive of, or the granting of a security interest in, the underlying
       equity.

              (t) RIGHTS GRANTED TO GTCR FUND VIII AND ITS AFFILIATES. Any
       rights granted to GTCR Fund VIII, GTCR Fund VIII/B, GTCR Co-Invest and
       their Affiliates hereunder may also be exercised (in whole or in part) by
       their designees.

              (u) SUBSIDIARY PUBLIC OFFERING. If, after consummation of a
       Subsidiary Public Offering, the Company distributes securities of such
       Subsidiary to members of the Company, then such securities will be
       treated in the same manner as (but excluding any "preferred" features of
       the units with respect to which they were distributed) the units with
       respect to which they were distributed for purposes of SECTIONS 1(g), 2,
       3, 4, 5, 6 and 7 hereof and, in connection therewith, such Subsidiary may
       be treated as the Company for purposes of the Company's rights with
       respect to such securities.

                                    * * * * *

                                       33
<Page>

       IN WITNESS WHEREOF, the parties hereto have executed this Senior
Management Agreement on the date first written above.

                                   MEDTECH/DENOREX, LLC

                                   By:   /S/ AARON S. COHEN
                                      -------------------------------
                                   Name:     Aaron S. Cohen
                                        -----------------------------
                                   Title:    Secretary
                                         ----------------------------

                                   MEDTECH/DENOREX MANAGEMENT, INC.

                                   By:   /S/ PETER J. ANDERSON
                                      -------------------------------
                                   Name:     Peter J. Anderson
                                        -----------------------------
                                   Title:    Vice President
                                         ----------------------------

                                     /S/ GERARD F. BUTLER
                                   ----------------------------------
                                   GERARD F. BUTLER
Agreed and Accepted:

GTCR FUND VIII, L.P.

By:  GTCR Partners VIII, L.P.
Its: General Partner

By:  GTCR Golder Rauner II, L.L.C.
Its: General Partner

By:  /S/ DAVID A. DONNINI
   ------------------------------------
Name:    David A. Donnini
Its:     Principal

GTCR FUND VIII/B, L.P.

By:  GTCR Partners VIII, L.P.
Its: General Partner

By:  GTCR Golder Rauner II, L.L.C.
Its: General Partner

By:  /S/ DAVID A. DONNINI
   ------------------------------------
Name:    David A. Donnini
Its:     Principal

         [MEDTECH/DENOREX: SIGNATURE PAGE TO SENIOR MANAGEMENT AGREEMENT
                              (GERARD F. BUTLER)]

                                       34
<Page>

GTCR CO-INVEST II, L.P.

By:  GTCR Golder Rauner II, L.L.C.
Its: General Partner

By:  /S/ DAVID A. DONNINI
   ------------------------------------
Name:    David A. Donnini
Its:     Principal

GTCR CAPITAL PARTNERS, L.P.

By:  GTCR Mezzanine Partners, L.P.
Its: General Partner

By:  GTCR Partners VI, L.P.
Its: General Partner

By:  GTCR Golder Rauner, L.L.C.
Its: General Partner

By:  /S/ DAVID A. DONNINI
   ------------------------------------
Name:    David A. Donnini
Its:     Principal


TCW/CRESCENT MEZZANINE PARTNERS III, L.P.
TCW/CRESCENT MEZZANINE TRUST III
TCW/CRESCENT MEZZANINE PARTNERS III
  NETHERLANDS, L.P.

By:  TCW/Crescent Mezzanine
     Management III, L.L.C.,
     its Investment Manager

By:  TCW Asset Management Company,
     its Sub-Advisor


By:  /S/ TIMOTHY P. COSTELLO
   ------------------------------------
Name:    Timothy P. Costello
Its:     Managing Director

         [MEDTECH/DENOREX: SIGNATURE PAGE TO SENIOR MANAGEMENT AGREEMENT
                              (GERARD F. BUTLER)]

                                       35
<Page>

                                                                       EXHIBIT A

                                                                __________, 2004

                    PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP
                      INTEREST IN GROSS INCOME PURSUANT TO
                   SECTION 83(b) OF THE INTERNAL REVENUE CODE

       On February [__], 2004, the undersigned acquired a limited liability
company membership interest (the "MEMBERSHIP INTEREST") in Medtech/Denorex, LLC,
a Delaware limited liability company (the "COMPANY"), for $[________]. Pursuant
to the Operating Agreement of the Company, the undersigned is entitled to an
interest in Company capital exactly equal to the amount paid therefor and an
interest in Company profits.

       Based on current Treasury Regulation Section 1.721-1(b), Proposed
Treasury Regulation Section 1.721-1(b)(1), and Revenue Procedures 93-27 and
2001-43, the undersigned does not believe that issuance of the Membership
Interest to the undersigned is subject to the provisions of Section 83 of the
Internal Revenue Code (the "CODE"). In the event that the sale is so treated,
however, the undersigned desires to make an election to have the receipt of the
Membership Interest taxed under the provisions of Code Section 83(b) at the time
the undersigned acquired the Membership Interest.

       Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Membership Interest, to report as taxable income for the calendar
year 2004 the excess (if any) of the value of the Membership Interest on
[_____], 2004 over the purchase price thereof.

       The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

1.     The name, address and social security number of the undersigned:

              [NAME]
              [ADDRESS]
              [SSN]

2.     A description of the property with respect to which the election is
being made: A membership interest in the Company entitling the undersigned to an
interest in the Company's capital exactly equal to the amount paid therefor and
___% of the Company's profits.

3.     The date on which the  Membership  Interest was  transferred:  [_____],
2004. The taxable year for which such election is made: 2004.

4.     The restrictions to which the property is subject: If the undersigned
ceases to be employed by the Company or any of its subsidiaries, the unvested
portion of the units will be subject to repurchase by the Company at the lower
of cost or market value.

                                       A-1
<Page>

5.     The fair market value on [_____], 2004 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions and in accordance with Revenue Procedure 93-27: $[AMOUNT PAID OR TO
BE PAID].

6.     The amount paid or to be paid for such property: $[AMOUNT PAID OR TO BE
PAID]

                                    * * * * *

       A copy of this election is being furnished to the Company pursuant to
Treasury Regulation Section 1.83-2(e)(7). A copy of this election will be
submitted with the 2003 federal income tax return of the undersigned pursuant to
Treasury Regulation Section 1.83-2(c).

Dated:  [_____], 2004

                                             ----------------------------------
                                             [NAME]

                                       A-2
<Page>

                                                                       EXHIBIT B

                                     EBITDA

<Table>
<Caption>
Fiscal Year                                         Annual EBITDA
-----------                                         -------------
<S>                                                 <C>
2004                                                $  30,665,000
2005                                                $  34,722,000
2006                                                $  38,468,000
2007                                                $  42,547,000
2008                                                $  46,626,000
</Table>

                                       B-1
<Page>

                            INVESTOR NOTICE SCHEDULE

IF TO GTCR FUND VIII, L.P., GTCR FUND VIII/B, L.P. OR GTCR CO-INVEST II, L.P.:
c/o GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: David A. Donnini and Vincent J. Hemmer

WITH A COPY TO:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: Stephen L. Ritchie, P.C.

IF TO GTCR CAPITAL PARTNERS:

GTCR Capital Partners, L.P.
6100 Sears Tower
Chicago, IL 60606-6402
Attention: Barry Dunn

WITH A COPY TO:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL 60601
Attention: Stephen L. Ritchie, P.C.

IF TO THE TCW/CRESCENT LENDERS AND/OR TCW/CRESCENT PURCHASERS:

TCW/Crescent Mezzanine Partners III, L.P.
TCW/Crescent Mezzanine Trust III
TCW/Crescent Mezzanine Partners III Netherlands, L.P.
c/o TCW/Crescent Mezzanine, L.L.C.
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Timothy P. Costello
Telecopier No.: (214) 740-7382

WITH A COPY TO:

Gardere Wynne Sewell LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
Attention: Gary B. Clark
Telecopier No.: (214) 999-4667

<Page>

                                SCHEDULE 1(g)(vi)

EXECUTIVE:                                 DOCUMENTS PARTY TO/BOUND BY:
Gerard F. Butler                           Spic and Span Employee Agreement
                                           Spic and Span Termination Agreement